Master Services Agreement

This Master Services Agreement (this “MSA” or “Agreement”) is entered into as of the date of the last signature below (the “Effective Date”), by and between:

Mataki Labs LLC, a Wyoming limited liability company (“Mataki” or “Provider”); and

The entity identified on the signature page below (“Customer”).

Mataki and Customer are each referred to herein as a “Party” and collectively as the “Parties.”

This MSA establishes the general terms and conditions under which Mataki will provide Services to Customer. Specific Services, fees, and service levels are described in one or more Service Orders (defined below) executed by the Parties and incorporated into this Agreement by reference.

1. Definitions

1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interest.

1.2 “Authorized Users” means Customer’s employees, contractors, and agents who are authorized by Customer to access and use the Services under the rights granted in this Agreement.

1.3 “Confidential Information” means all non-public information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”) in connection with this Agreement that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation, business plans, product roadmaps, pricing, technical data, customer data, and the terms of this Agreement and any Service Order.

1.4 “Customer Data” means all data, content, and information submitted to or processed by the Services by or on behalf of Customer or its Authorized Users, excluding Usage Data.

1.5 “Documentation” means the technical documentation, user guides, API references, and other materials made generally available by Mataki to its customers describing the features and functionality of the Services, as updated from time to time.

1.6 “Fees” means the amounts payable by Customer to Mataki for the Services, as specified in the applicable Service Order.

1.7 “Intellectual Property Rights” means all patent rights, copyrights, trademark rights, trade secret rights, database rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world.

1.8 “Service Order” means a written ordering document or online order form executed by both Parties (or accepted electronically by Customer) that references this MSA and specifies the Services, service tier, pricing, payment terms, service levels, and any additional terms applicable to the Services being ordered. Each Service Order is incorporated into and governed by this MSA. The form of Service Order is attached hereto as Exhibit A.

1.9 “Services” means the cloud-based software products and related professional services provided by Mataki to Customer as identified in a Service Order, including any updates, enhancements, and new features made generally available by Mataki during the applicable Subscription Term.

1.10 “Subscription Term” means the period during which Customer has the right to access and use the Services as specified in the applicable Service Order.

1.11 “Usage Data” means data generated by Customer’s use of the Services that is aggregated and anonymized such that it does not identify Customer, any Authorized User, or any natural person. Usage Data includes performance metrics, usage statistics, and system logs.

2. Services and Access

2.1 Provision of Services. Subject to the terms and conditions of this Agreement and the applicable Service Order, Mataki will make the Services available to Customer during the Subscription Term. The specific Services, features, service tiers, usage limits, and any service level commitments are set forth in the applicable Service Order.

2.2 Service Orders. Each Service Order executed by the Parties will be governed by this MSA. In the event of a conflict between this MSA and a Service Order, the Service Order will control with respect to the Services described therein, unless the Service Order expressly states otherwise. Each Service Order is a separate contractual obligation, and termination of one Service Order does not affect the validity or enforceability of any other Service Order or this MSA.

2.3 Authorized Users. Customer may permit its Authorized Users to access and use the Services in accordance with this Agreement. Customer is responsible for all acts and omissions of its Authorized Users, including any breach of this Agreement caused by an Authorized User. Customer will ensure that Authorized Users comply with the terms of this Agreement.

2.4 Customer Responsibilities. Customer is responsible for: (a) maintaining the security of its account credentials and API keys; (b) all activity that occurs under its account; (c) the accuracy, quality, and legality of Customer Data; (d) obtaining and maintaining all necessary consents, authorizations, and permissions required for Mataki to process Customer Data in connection with the Services; and (e) its use of the Services in compliance with all applicable laws and regulations.

2.5 Acceptable Use. Customer will not, and will not permit any Authorized User or third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services, except to the extent expressly permitted by applicable law notwithstanding this restriction; (b) use the Services to develop a competing product or service; (c) sublicense, resell, rent, lease, or otherwise transfer rights to the Services except as expressly permitted in the applicable Service Order; (d) use the Services to store or transmit material that is infringing, libelous, or otherwise unlawful or tortious; (e) use the Services to store or transmit any malicious code; or (f) interfere with or disrupt the integrity or performance of the Services or the data contained therein.

2.6 Modifications to Services. Mataki may modify the Services from time to time, provided that such modifications do not materially diminish the functionality of the Services described in the applicable Service Order during the then-current Subscription Term. Mataki will use commercially reasonable efforts to notify Customer of any material changes to the Services in advance. A Service Order may include a feature specification appendix identifying specific features, API capabilities, or data output formats upon which Customer relies (“Specified Features”). Mataki will not materially modify or remove any Specified Feature during the applicable Subscription Term without: (a) providing Customer with at least ninety (90) days’ prior written notice; (b) documenting a migration path to equivalent functionality; and (c) providing reasonable cooperation to assist Customer in transitioning its implementation. If Mataki is unable to provide equivalent functionality, Customer may terminate the affected Service Order effective as of the date the Specified Feature is materially modified or removed, with a pro rata refund of any prepaid Fees for the unused Subscription Term.

2.7 Suspension. Mataki may suspend Customer’s access to the Services immediately upon written notice (including email) if: (a) Customer’s use of the Services poses a security risk to the Services or any third party; (b) Customer’s use may adversely impact the Services or the systems or content of any other customer; (c) Customer is in material breach of this Agreement, including failure to pay Fees when due; or (d) such suspension is required by law or by a governmental authority. Mataki will use commercially reasonable efforts to limit the scope and duration of any suspension and to provide Customer with notice and an opportunity to cure, except where immediate suspension is reasonably necessary.

3. Fees and Payment

3.1 Fees. Customer will pay Mataki the Fees specified in each Service Order. Unless otherwise specified in the Service Order, Fees are denominated in United States Dollars (USD).

3.2 Invoicing and Payment. Unless otherwise specified in the applicable Service Order: (a) Mataki will invoice Customer in advance for subscription Fees and in arrears for usage-based Fees; (b) all invoices are due and payable within thirty (30) days of the invoice date; and (c) payment will be made by the method specified in the Service Order or, if not specified, by bank transfer or credit card.

3.3 Late Payments. Any undisputed amount not paid when due will accrue interest at a rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less. Customer will reimburse Mataki for all reasonable costs of collection, including attorneys’ fees, incurred in connection with collecting overdue amounts.

3.4 Taxes. Fees are exclusive of all taxes, levies, duties, and similar governmental charges (“Taxes”). Customer is responsible for paying all Taxes associated with its purchases under this Agreement, except for taxes based on Mataki’s net income. If Mataki is required to collect or pay any Taxes, such Taxes will be invoiced to Customer and paid by Customer unless Customer provides Mataki with a valid tax exemption certificate.

3.5 Fee Disputes. If Customer reasonably and in good faith disputes any portion of an invoice, Customer will: (a) pay the undisputed portion of the invoice when due; (b) provide Mataki with written notice of the disputed amount and the basis for the dispute within fifteen (15) days of the invoice date; and (c) work in good faith with Mataki to resolve the dispute within thirty (30) days. If the Parties are unable to resolve the dispute within such period, either Party may pursue its remedies under Section 12 (Dispute Resolution).

3.6 Fee Adjustments. Unless otherwise specified in the Service Order, Mataki may increase Fees upon renewal of a Subscription Term by providing Customer with written notice at least sixty (60) days prior to the start of the renewal term. If Customer does not agree to the increased Fees, Customer may terminate the affected Service Order effective as of the end of the then-current Subscription Term by providing written notice to Mataki prior to the start of the renewal term.

4. Intellectual Property

4.1 Mataki IP. As between the Parties, Mataki owns all right, title, and interest in and to the Services, the Documentation, and all Intellectual Property Rights therein, including any improvements, modifications, derivative works, and feedback provided by Customer. Nothing in this Agreement transfers or assigns any Intellectual Property Rights in the Services to Customer. Customer is granted only the limited rights expressly set forth in this Agreement and the applicable Service Orders.

4.2 Customer Data Ownership. As between the Parties, Customer owns all right, title, and interest in and to Customer Data. Customer grants Mataki a non-exclusive, worldwide, royalty-free license to use, process, store, and transmit Customer Data solely to the extent necessary to provide the Services and to comply with Mataki’s obligations under this Agreement.

4.3 Usage Data. Mataki may collect, use, and disclose Usage Data for its legitimate business purposes, including improving the Services, developing new products and features, generating industry benchmarks, and creating aggregated statistical analyses, provided that such use does not identify Customer, any Authorized User, or any natural person.

4.4 Feedback. If Customer provides suggestions, enhancement requests, recommendations, corrections, or other feedback regarding the Services (“Feedback”), Customer grants Mataki a non-exclusive, worldwide, royalty-free, fully paid-up license to use, reproduce, modify, and incorporate such Feedback for the purpose of improving and developing the Services and Mataki’s related products and services. For the avoidance of doubt, this license does not extend to any Feedback that constitutes or discloses Customer’s proprietary business processes, technical architectures, or Confidential Information, which remains subject to Section 5.

4.5 Open Source Components. Certain components of the Services may include open source software. The applicable open source licenses govern the use of such components, and nothing in this Agreement restricts or limits Customer’s rights under, or grants Customer rights that supersede, any applicable open source license. Mataki will identify open source components upon Customer’s reasonable request.

5. Confidentiality

5.1 Obligations. The Receiving Party will: (a) hold the Disclosing Party’s Confidential Information in strict confidence; (b) not disclose the Confidential Information to any third party except as expressly permitted herein; and (c) use the Confidential Information solely for the purpose of exercising its rights and performing its obligations under this Agreement. The Receiving Party will protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care.

5.2 Permitted Disclosures. The Receiving Party may disclose Confidential Information to its employees, contractors, advisors, and Affiliates who: (a) have a need to know for purposes consistent with this Agreement; and (b) are bound by confidentiality obligations no less protective than those contained herein. The Receiving Party remains responsible for any breach of this Section by any such recipient.

5.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure without restriction on use or disclosure; (c) is rightfully received by the Receiving Party from a third party without restriction on use or disclosure and without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

5.4 Compelled Disclosure. If the Receiving Party is compelled by law, regulation, or legal process to disclose Confidential Information, the Receiving Party will: (a) provide the Disclosing Party with prompt written notice to the extent legally permitted; (b) cooperate with the Disclosing Party’s reasonable efforts to seek a protective order or other appropriate remedy; and (c) disclose only that portion of the Confidential Information that is legally required to be disclosed.

5.5 Return or Destruction. Upon termination or expiration of this Agreement, or upon the Disclosing Party’s written request, the Receiving Party will promptly return or destroy all Confidential Information of the Disclosing Party in its possession, except that the Receiving Party may retain copies: (a) as required by applicable law or regulation; (b) in automated backup systems in accordance with its standard data retention policies; or (c) as necessary for the exercise of surviving rights under this Agreement. Any retained Confidential Information remains subject to the confidentiality obligations of this Section.

6. Data Protection

6.1 Data Processing. To the extent that Mataki processes personal data on behalf of Customer in connection with the Services, such processing will be governed by the Data Processing Addendum (“DPA”) attached hereto as Exhibit B or otherwise made available by Mataki. The DPA is incorporated into and forms part of this Agreement.

6.2 Security. Mataki will implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, alteration, disclosure, or destruction. Mataki’s security measures are described in its security documentation, which is available upon request and may be updated from time to time.

6.3 Data Location. Unless otherwise specified in the applicable Service Order or DPA, Customer Data may be processed and stored in any region where Mataki or its sub-processors maintain facilities. Upon Customer’s request, Mataki will provide information regarding the locations where Customer Data is processed and stored.

6.4 Data Breach Notification. In the event Mataki becomes aware of an unauthorized access to or disclosure of Customer Data (“Security Incident”), Mataki will: (a) notify Customer without undue delay and in any event within seventy-two (72) hours of becoming aware of the Security Incident; (b) investigate the Security Incident and take reasonable steps to mitigate its effects; and (c) provide Customer with reasonable information and cooperation to assist Customer in meeting its obligations under applicable data protection laws.

6.5 Data Return and Deletion. Upon termination or expiration of this Agreement or the applicable Service Order, Mataki will, at Customer’s election and written request made within thirty (30) days of termination or expiration, either return Customer Data to Customer in a standard, machine-readable format or delete Customer Data from its systems. After such thirty (30) day period, Mataki may delete Customer Data in accordance with its standard data retention policies. This obligation does not apply to data retained in automated backup systems, which will be deleted in accordance with Mataki’s standard backup rotation schedule.

7. Representations and Warranties

7.1 Mutual Representations. Each Party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (c) the execution and performance of this Agreement does not conflict with any other agreement to which it is a party; and (d) this Agreement constitutes a legal, valid, and binding obligation, enforceable against it in accordance with its terms.

7.2 Mataki Warranties. Mataki represents and warrants that: (a) the Services will perform materially in accordance with the Documentation during the applicable Subscription Term; (b) Mataki will provide the Services in a professional and workmanlike manner consistent with generally accepted industry standards; and (c) to Mataki’s knowledge after reasonable inquiry, the Services do not, at the time of delivery, infringe any third-party Intellectual Property Rights.

7.3 Warranty Remedy. If the Services fail to conform to the warranty in Section 7.2(a), Mataki will, at its option and expense: (a) use commercially reasonable efforts to correct the non-conformity; or (b) if Mataki is unable to correct the non-conformity within a reasonable period, terminate the affected Service Order and refund to Customer any prepaid Fees for the unused portion of the Subscription Term. This Section 7.3 states Customer’s sole and exclusive remedy, and Mataki’s sole and exclusive liability, for breach of the warranty in Section 7.2(a).

7.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND MATAKI MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ACCURACY. MATAKI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE NOT DESIGNED OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE.

8. Indemnification

8.1 Mataki Indemnification. Mataki will defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claim, action, or proceeding alleging that Customer’s use of the Services in accordance with this Agreement infringes or misappropriates any third-party Intellectual Property Right (“Infringement Claim”), and will pay all damages, costs, and expenses (including reasonable attorneys’ fees) finally awarded against Customer or agreed to in settlement by Mataki.

8.2 Infringement Remedies. If the Services become, or in Mataki’s reasonable opinion are likely to become, the subject of an Infringement Claim, Mataki may, at its option and expense: (a) obtain for Customer the right to continue using the Services; (b) modify the Services to make them non-infringing without materially diminishing their functionality; or (c) if neither (a) nor (b) is commercially practicable, terminate the affected Service Order and refund to Customer any prepaid Fees for the unused portion of the Subscription Term.

8.3 Exclusions. Mataki will have no obligation under Section 8.1 to the extent an Infringement Claim arises from: (a) Customer’s modification of the Services or combination of the Services with any product, service, or technology not provided by Mataki; (b) Customer’s use of the Services in a manner not in accordance with this Agreement or the Documentation; (c) Customer Data; or (d) Customer’s continued use of the Services after Mataki has provided a non-infringing alternative.

8.4 Customer Indemnification. Customer will defend, indemnify, and hold harmless Mataki and its officers, directors, employees, and agents from and against any third-party claim, action, or proceeding arising from or relating to: (a) Customer Data, including any claim that Customer Data infringes or misappropriates any third-party right; (b) Customer’s breach of Section 2.4 or 2.5; or (c) Customer’s violation of applicable law in connection with its use of the Services. Customer will pay all damages, costs, and expenses (including reasonable attorneys’ fees) finally awarded or agreed to in settlement.

8.5 Indemnification Procedure. The indemnifying Party’s obligations under this Section are conditioned upon: (a) the indemnified Party providing prompt written notice of the claim (provided that failure to give prompt notice will only relieve the indemnifying Party to the extent it is materially prejudiced by such failure); (b) the indemnifying Party having sole control of the defense and settlement of the claim; and (c) the indemnified Party providing reasonable cooperation at the indemnifying Party’s expense. The indemnifying Party will not settle any claim in a manner that imposes obligations on the indemnified Party or admits fault on behalf of the indemnified Party without the indemnified Party’s prior written consent.

9. Limitation of Liability

9.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO MATAKI UNDER THE APPLICABLE SERVICE ORDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (B) ONE HUNDRED THOUSAND UNITED STATES DOLLARS ($100,000 USD).

9.3 Exceptions. The limitations in Sections 9.1 and 9.2 do not apply to: (a) either Party’s indemnification obligations under Section 8; (b) either Party’s breach of Section 5 (Confidentiality); (c) Customer’s payment obligations under Section 3; (d) Mataki’s obligations under Section 6 (Data Protection) with respect to a Security Incident caused by Mataki’s gross negligence or willful misconduct; or (e) either Party’s liability for fraud, gross negligence, or willful misconduct.

10. Term and Termination

10.1 MSA Term. This MSA is effective as of the Effective Date and will continue in effect until terminated by either Party in accordance with this Section 10. This MSA will automatically terminate if no Service Orders remain in effect and no Service Order has been in effect for a period of twelve (12) consecutive months.

10.2 Service Order Term. Each Service Order will specify its Subscription Term. Unless otherwise stated in the Service Order, the Subscription Term will automatically renew for successive periods equal to the initial Subscription Term unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.

10.3 Termination for Cause. Either Party may terminate this Agreement or any Service Order upon written notice if: (a) the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach; or (b) the other Party becomes the subject of a petition in bankruptcy, insolvency, receivership, or similar proceeding that is not dismissed within sixty (60) days, or makes a general assignment for the benefit of creditors.

10.4 Termination for Convenience. Customer may terminate any Service Order for convenience by providing Mataki with at least thirty (30) days’ prior written notice, provided that Customer will remain obligated to pay all Fees due for the remainder of the then-current Subscription Term. Mataki may terminate this MSA for convenience by providing Customer with at least ninety (90) days’ prior written notice, during which period Mataki will continue to provide the Services in accordance with all active Service Orders.

10.5 Effect of Termination. Upon termination or expiration of this Agreement or any Service Order: (a) Customer’s right to access and use the terminated Services will immediately cease; (b) each Party will return or destroy the other Party’s Confidential Information in accordance with Section 5.5; (c) Mataki will make Customer Data available for export in accordance with Section 6.5; and (d) Customer will pay all Fees accrued through the effective date of termination.

10.6 Survival. The following Sections will survive any termination or expiration of this Agreement: 1 (Definitions), 3 (Fees and Payment, to the extent of accrued obligations), 4 (Intellectual Property), 5 (Confidentiality), 6.5 (Data Return and Deletion), 7.4 (Disclaimer), 8 (Indemnification), 9 (Limitation of Liability), 10.5 (Effect of Termination), 10.6 (Survival), 11 (General Provisions), and 12 (Dispute Resolution).

11. General Provisions

11.1 Entire Agreement. This Agreement, together with all Service Orders, Exhibits, and any DPA, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral, relating to such subject matter. No terms or conditions contained in any Customer purchase order, acknowledgment, or other business form will modify or supplement this Agreement, and any such terms or conditions are hereby rejected.

11.2 Amendments. This Agreement may be amended only by a written instrument signed by both Parties. Notwithstanding the foregoing, Mataki may update its standard operational terms (including its acceptable use policy and privacy policy) from time to time; such updates will apply to new Service Orders and upon renewal of existing Service Orders, but will not apply retroactively to the then-current Subscription Term of an existing Service Order unless required by law. Any amendment to the DPA or to any term that would materially reduce Mataki’s data protection or security obligations, or impose material new obligations on Customer, requires the prior written agreement of both Parties. Updates to the DPA required by changes in Applicable Data Protection Law may be implemented by Mataki upon thirty (30) days’ written notice, provided that such updates do not expand Mataki’s rights with respect to Customer Data or reduce Customer’s data protection rights beyond what the applicable law requires.

11.3 Assignment. Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party, except that either Party may assign this Agreement without consent: (a) to an Affiliate; or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee assumes all obligations under this Agreement. Any purported assignment in violation of this Section is void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties and their respective successors and permitted assigns.

11.4 Notices. All notices required or permitted under this Agreement will be in writing and will be deemed given when: (a) delivered personally; (b) sent by email (with confirmation of receipt); or (c) sent by nationally recognized overnight courier, addressed to the Party at the address specified on the applicable Service Order or such other address as the Party may designate in writing. Routine operational communications (such as support requests and billing inquiries) may be made through Mataki’s standard communication channels.

11.5 Force Majeure. Neither Party will be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent such failure or delay results from circumstances beyond the Party’s reasonable control, including acts of God, natural disasters, war, terrorism, riots, pandemics, embargoes, acts of governmental authorities, power failures, telecommunications failures, or internet service disruptions (“Force Majeure Event”). The affected Party will provide prompt written notice of the Force Majeure Event and use commercially reasonable efforts to mitigate its effects. If a Force Majeure Event continues for more than sixty (60) days, either Party may terminate the affected Service Order upon written notice.

11.6 Waiver. No waiver of any provision of this Agreement will be effective unless in writing and signed by the waiving Party. No failure or delay by either Party in exercising any right or remedy under this Agreement will constitute a waiver of such right or remedy, nor will any single or partial exercise of any right or remedy preclude any further exercise of such right or remedy or the exercise of any other right or remedy.

11.7 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The Parties will negotiate in good faith to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves, to the greatest extent possible, the economic, business, and other purposes of the original provision.

11.8 Independent Contractors. The relationship between the Parties is that of independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties. Neither Party has the authority to bind the other Party or to incur any obligation on the other Party’s behalf.

11.9 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer upon any other person or entity any rights, benefits, or remedies of any nature whatsoever.

11.10 Publicity. Neither Party may use the other Party’s name, logo, or trademarks in any public statement, press release, marketing material, customer list, or case study without the other Party’s prior written consent, which may be granted or withheld in such Party’s sole discretion.

11.11 Counterparts. This Agreement and any Service Order may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Electronic signatures (including DocuSign, Adobe Sign, and similar platforms) will be deemed original signatures for all purposes.

11.12 Export Compliance. Customer will comply with all applicable export control and sanctions laws and regulations in its use of the Services. Customer represents that it is not: (a) located in, or a national or resident of, any country subject to comprehensive U.S. trade sanctions; or (b) listed on any U.S. government restricted party list.

12. Dispute Resolution and Governing Law

12.1 Governing Law. This Agreement and all disputes arising out of or relating to this Agreement will be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

12.2 Informal Resolution. Before initiating any formal dispute resolution proceeding, the Parties will attempt to resolve any dispute arising out of or relating to this Agreement through good-faith negotiation. Either Party may initiate the informal resolution process by providing written notice to the other Party describing the dispute and proposing a resolution. The Parties will use commercially reasonable efforts to resolve the dispute within thirty (30) days of such notice.

12.3 Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement that is not resolved through informal resolution under Section 12.2 will be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. The arbitration will be conducted by a single arbitrator mutually agreed upon by the Parties, or if the Parties cannot agree, selected in accordance with the AAA rules. The arbitration will be held in Cheyenne, Wyoming, or at such other location as the Parties may mutually agree. The arbitrator’s award will be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.

12.4 Injunctive Relief. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of that Party’s Intellectual Property Rights or Confidential Information. For purposes of injunctive relief, each Party consents to the exclusive jurisdiction of the state and federal courts located in Laramie County, Wyoming.

12.5 Class Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

12.6 Prevailing Party. In any arbitration or litigation arising out of or relating to this Agreement, the prevailing Party will be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing Party.

Exhibit A: Form of Service Order

This Service Order (this “Service Order”), effective as of the Service Order Effective Date set forth below, is entered into pursuant to the Master Services Agreement between Mataki Labs LLC (“Mataki”) and the Customer identified below (the “MSA”). Capitalized terms not defined herein have the meanings set forth in the MSA or its exhibits. This Service Order is subject to and governed by the terms of the MSA, including the Data Processing Addendum (Exhibit B). In the event of a conflict between this Service Order and the MSA, this Service Order will control with respect to the Services described herein.

1. Order Details

2. Services

3. Subscription Term and Renewal

The Subscription Term will automatically renew for successive Renewal Terms unless either Party provides written notice of non-renewal at least the number of days specified above prior to the end of the then-current term.

4. Fees and Payment

4.1 Fixed Fees

4.2 Usage-Based Fees (if applicable)

Usage-based Fees are invoiced in arrears based on actual consumption during the preceding billing cycle. Customer may monitor current usage via the Mataki dashboard. Mataki will use commercially reasonable efforts to notify Customer when usage reaches 80% and 100% of any included allowance.

5. Service Levels

5.1 Uptime Commitment

Mataki will use commercially reasonable efforts to maintain a Monthly Uptime Percentage of at least 99.9% for the Services ordered herein (“Uptime Target”).

“Monthly Uptime Percentage” means the total minutes in the calendar month minus the minutes of Downtime, divided by the total minutes in the calendar month, expressed as a percentage.

“Downtime” means any period during which the Services are materially unavailable for reasons attributable to Mataki’s infrastructure, as measured by Mataki’s external monitoring systems. Downtime excludes unavailability caused by: (a) Customer’s equipment, software, or network connections; (b) Force Majeure Events (as defined in MSA §11.5); (c) scheduled maintenance communicated at least seventy-two (72) hours in advance via email or the Mataki status page (https://status.mataki.dev); (d) actions or inactions of Customer or its Authorized Users; or (e) features or services designated as beta, preview, or experimental.

5.2 Service Credits

If the Monthly Uptime Percentage falls below the Uptime Target in a given calendar month, Customer is entitled to a service credit calculated as follows:

Service credits must be requested in writing within thirty (30) days of the end of the month in which the Downtime occurred. Service credits are applied against the next invoice and may not exceed twenty-five percent (25%) of the monthly Fees for the affected Service in any calendar month. Service credits are Customer’s sole and exclusive remedy for failure to meet the Uptime Target.

5.3 Incident Reporting

Upon Customer’s reasonable request, Mataki will provide a written incident report for any Downtime event exceeding thirty (30) consecutive minutes, including: root cause analysis, duration, affected services, remediation steps taken, and measures implemented to prevent recurrence. Mataki’s published status page is available at https://status.mataki.dev.

6. Support

6.1 Standard Support (Included)

Channels: Email (support@mataki.dev), in-product help, and documentation (https://docs.mataki.dev).

Hours: Business hours, Monday through Friday, 9:00 AM to 6:00 PM US Pacific Time, excluding US federal holidays.

Response Targets: Severity 1 (service unavailable): 4 business hours. Severity 2 (service degraded): 8 business hours. Severity 3 (general inquiry): 2 business days.

6.2 Enhanced Support (if applicable)

7. Data Processing

The processing of Personal Data in connection with the Services ordered herein is governed by the DPA (Exhibit B to the MSA).

7.1 Types of Personal Data

[To be completed by Customer.]

7.2 Categories of Data Subjects

[To be completed by Customer.]

7.3 Sensitive Data

Customer confirms that it: (select one)

• Will NOT submit special categories of data (Article 9 GDPR) or sensitive personal information (CCPA) to the Services under this Service Order.
• WILL submit special categories of data or sensitive personal information as described below, subject to the additional safeguards documented herein: ________

8. Feature Specification (Optional)

Pursuant to MSA Section 2.6, the following Specified Features are identified as features, API capabilities, or data output formats upon which Customer relies for this Service Order. Mataki will not materially modify or remove any Specified Feature during the Subscription Term without the notice, migration, and cooperation obligations set forth in MSA Section 2.6.

9. Additional Terms

[Customer-specific amendments to the MSA should be documented in a separate Addendum, not in this Section. This Section is for terms specific to the Services ordered herein.]